METROSPACES, INC.
Metrospaces, Inc. filed an 8-K reporting a change of control effective October 6, 2026. Villa Magna, LLC acquired 1,643,255 Series B Preferred shares from GBS Capital Partners and 4.5 Series E Preferred shares from Oscar Brito, representing 72% of total voting power. No cash purchase price was paid. The transaction triggered a full leadership turnover: Brito resigned as CEO/director, and Maria Salinas (Chair), Benoît Lebrun (CEO), and Freddy Arciniegas Mejía (CFO) were appointed. The Buyer pledged the acquired shares to secure post-closing covenants including funding an OTC Markets application
- Villa Magna LLC acquired 1,643,255 Series B shares and 4.5 Series E shares, representing 72% of total voting power.
- No cash purchase price was paid by the Buyer to the Sellers for the preferred shares.
- Oscar Brito resigned as CEO and director; Maria Salinas named Chair, Benoît Lebrun named CEO, Freddy Arciniegas Mejía named CFO.
- Buyer must fund and submit an OTC Markets application within 90 days and a reverse stock split package with FINRA within 120 days.
- Board authorized pursuit of fraud/breach-of-contract claims related to Indianapolis investments, with net proceeds payable to GBS and Brito.
Price data unavailable.
A zero-cash change of control with full management replacement and post-closing compliance milestones signals a potential shell restructuring or reverse-merger candidate.
This is a change-of-control transaction in a non-reporting OTC issuer, structured through preferred shares rather than common stock, with no cash consideration — a pattern common in distressed shell or near-shell company takeovers where the buyer assumes obligations and funds compliance costs rather
The filing contains multiple incomplete disclosures marked [COMPLETE], including Buyer's beneficial ownership, consideration details, and biographical/financial information for new officers — indicating the filing was submitted before full diligence was finalized. The pledge and escrow arrangements,
Get filings like this before the market reacts.
Real-time SEC filing alerts, AI summaries, and a free daily digest — plus portfolio tracking that ties filings to your positions.